DO YOU WANT TO SET UP A LIMITED COMPANY IN SPAIN?

Maybe you are considering setting up a Limited Company in Spain but at the end of the day you are too busy to ask or to find out all the proceedings to do it.

The first thing you may know is that there are different types of limited liability companies in Spain. Broadly speaking company types will depend on:

    1. The minimum number of partners.
    2. Minimum and/or maximum investment required for       establishment.
    3. Social Security system in which partners or workers are or have to be registered.
    4. Some companies may benefit from state or local financial aid and some other sorts of assistance.

The Limited Companies that may be incorporated within the Spanish territory are:

  • The company called: “Sociedad Anónima. SA”. With a minimum of one partner. The minimum capital investment is: 60. 101. 021 €

 

  • The company called: “Sociedad limitada Nueva Empresa. SLNE”. With a minimum of 1 and a maximum of 5 partners. The minimum and maximum capital investment is: 3.012 € and 120.000 €.

 

  • The company called: “Sociedad Limitada. SL”. Minimum of 3.005 € totally paid.

 

  • The company called: “Sociedad Laboral Anónima”. Minimum of 3 partners. Minimum of 60.101.021 € of capital investment, disbursed capital must be at least 25%. About Social Security System is general or autonomous systems for those partner who work in the Company.

 

  • The company called: “Sociedad Laboral Limitada” with a minimum of 3 partners and 3.0005 € of capital investment totally paid.

 

  • The company called: “Sociedad Cooperativa” with a minimum of 3 partners and 1.803 € of capital investment.

What’s the advantage of establishing a company?

With a Limited Company your liabilities with third parties are backed up only by the company’s assets. As a independent worker you would have to face any liability with your own personal assets and thus is considered as unlimited.

Steps:

–          Company’s Name Negative Certificate to Verify the Company’s Name is not in use by another individual or Company.

Where? At “Registro Mercantil Central”. www.rmc.es

–          Bank Deposit. Bank Account Opening and Required investment Deposit.

–          Drafting and Registration of Company’s Constitution Document.

Where? In any Public Notary. It may be advisable to hire a lawyer to draft the Constitution.

–          Provisional Tax I.D Number (into Spanish called: “C.I.F.”). Tax ID Application to obtain the Provisional Number and the ID stickers. Where? In the Tributary Agency (“Agencia Tributaria”). http://www.aeat.es

–          Patrimony Transfer and Documented Legal Acts Tax Payment, that is,  Payment of the Company’s establishment inherent taxes.

–          Company Registry. With this Registration the Company acquires legal authorization to operate.

–          Accounting Books.

–          Economic Activity Start Up Declaration.

–          Partner’s Social Security Registration.

–          Company’s Social Security Registration.

–          Workers’ Social Security Registration.

–          Autonomous and Municipal Licenses.

Further Information? Contact us: abogados@ibanezaragon.com

http://www.ibanezaragon.com/en

 

CONVEYANCING. Purchasing a Property in Spain?

The first thing you have to know about Spanish Conveyancing is that the procedure for buying or selling a property in Spain is quite different to the one in another country. For this reason it is important having an independent Spanish Lawyer from the other parties representing your interests at the transaction.

For example, in Spain some aspects as drawing up the deed and witnessing the signatures have to be compulsory performed by a Public Notary.

Our Law Firm provides Conveyancing Service that not only protects you in the purchase but also optimizes your fiscal situation as a result of the purchase.

Ibanez Aragon will carry out the following aspects of your purchase:

Before signing the contract.

–          Draft or review a pre-agreement.

–          Obtaining the registration number of the property at “Catastro: Is concerned with the physical description of a property, determining the exact location and description of the property. It is not concerned with the ownership of the property.

–          Negotiation of the terms of the contract. You may be willing to accept all the seller´s terms but in other cases, it might be necessary to prepare a counter offer. Even, sometimes the contracts are skewed in favor of the developer. We will establish a schedule for the payment of any outstanding debts connected with the property.

–          Verifying that the property actually belongs to the seller or that the seller has a legal authority to sell it. That is checked in the Property Register.  Besides we will find out if the property is free or debt.

–          Also, in the period before you sign the contract, our Firm will complete the legal searches that you need before proceeding to the completion: We will obtain a certificate from the Property Registry (into Spanish: “Nota Simple) where you can find information such as the owner of the property and encumbrances on the land and mortgages are registered.

Completion.

A property purchase reaches formal completion when the Sales Contract is signed by both parties in the presence of a Public Notary. A Notary is the person that certifies that the contract is legal by checking all the formalities involved in the transaction.

We will communicate with the Notary and make all necessary preparations for the signing.

If it is not possible for you to be present at this final appointment with the Public Notary there is an alternative method which allows lawyers to sign on the client behalf:

  • Granting a Power of Attorney. This formally allows another person (either a lawyer or somebody else that you trust) to sign on your behalf. You can have this document prepared while you are in Spain by making an appointment with the Public Notary who will oversee all the formalities. Alternatively, a power of attorney could be prepared by a Public Notary in your home country or  even in the Embassy. This power of attorney will have to be legalized for use in Spain by having an Apostille certificate attached to it under the terms of the Hague Convention.

Registration of the Deeds.

Once the Sales Contract has been signed, the Public Notary will contact to the Property Registry to begin the formal procedure for registration of the new title deeds. Although this process is not compulsory it is strongly recommended.

The whole process usually takes between one or three months, depending on the workload in each particular Property Registry. In the interim, you can request a copy of the records from the Public Notary.

When registration has been completed, the Property Registry will get in touch with the lawyers to inform them when the title deed is ready for collection.

Taxes and Fees.

Finally, as well as overseeing the registration of your title deeds, our Firm will arrange for the payment of the fees and taxes due in respect of your purchase: (Legal and Notary fees; Fees of the Property Registry and Taxes as: “Property Transfer Tax” or “Municipal Tax on Property Sales”).

You may think conveyancing in Spain is a hassle but it is not so complicated, just you have to take legal advice properly.

Celia Martínez Ibáñez. Lawyer at Ibáñez-Aragón.

www.ibanezaragon.com/en

NIE: Número de Identificación de Extranjero — SPANISH NUMBER FOR NON RESIDENTS

The NIE is a tax number assigned to any foreign person who owns properties, interests or has financial affairs in Spain.

It is compulsory as it is always required to:

  • Open a bank account
  • Purchases or insure a property
  • Arrange a mortgage
  • Pay taxes
  • Be paid for employment
  • Establish a business
  • Apply for a driving licence
  • Etc…

To obtain this number you must present the application form in person at the Police Station where the property is located (Comisaría), at the foreigner´s department (Oficina de extranjería) or at your nearest Spanish Consulate at home.

Or, SINCE APRIL 2012, it is allowed to apply the NIE by a representative, that is, in the Police Station, they have to accept a Power of Attorney which clearly it is mentioned that somebody can apply it on interested party behalf.

Apart of the application form, you have to pay a fee in a bank (less of 20 €) before returning the application in the office (stamped by the bank), you also will need a copy of your passport and the original.

Once is presented, they will let you know when it will be ready for collection. This may take some days although in some locations (Madrid is one such) the NIE may be issued immediately.

In case of Firms or Companies what they have to apply is:

The CIF (Certificado de Identificación Fiscal), is equivalent to the NIF.